Unofficial Consolidation: Form 45-106F14 Rights Offering Notice for Reporting Issuers

Unofficial Consolidation: Form 45-106F14 Rights Offering Notice for Reporting Issuers

Forms

Ontario Securities Commission

Form 45-106F14

Unofficial consolidation current to 2015-12-08

This document is not an official statement of law or policy and should be used for reference purposes only.

Form 45-106F14
Rights Offering Notice for Reporting Issuers

This is the form of notice you must use for a distribution of rights under section 2.1 of National Instrument 45-106 Prospectus Exemptions. In this form, a distribution of rights is sometimes referred to as a "rights offering".

PART 1 GENERAL INSTRUCTIONS

Deliver this rights offering notice to each security holder eligible to receive rights under the rights offering. Using plain language, prepare the rights offering notice using a question-and-answer format.

Guidance

We do not expect the rights offering notice to be longer than two pages in length.

PART 2 THE RIGHTS OFFERING NOTICE

  1. Basic information

State the following with the bracketed information completed:

"[Name of issuer]

Notice to security holders – [Date]"

If you have less than 12 months of working capital and are aware of material uncertainties that may cast significant doubt upon your ability to continue as a going concern, include the following language in bold immediately below the date of the rights offering notice:

"We currently have sufficient working capital to last [insert the number of months of working capital as at the date of the rights offering circular] months. We require [insert the percentage of the rights offering required to be taken up]% of the offering to last 12 months."

  1. Who can participate in the rights offering?

State the record date and identify which class of securities is subject to the offering.

  1. Who is eligible to receive rights?

List the jurisdictions in which the issuer is offering rights.

Explain how a security holder in a foreign jurisdiction can acquire the rights and the securities issuable upon the exercise of the rights.

  1. How many rights are we offering?

State the total number of rights offered.

  1. How many rights will you receive?

State the number of rights a security holder on the record date will receive for every security held as of the record date.

  1. What does one right entitle you to receive?

State the number of rights required to acquire a security upon the exercise of the rights. Also state the subscription price.

  1. How will you receive your rights?

Include a rights certificate with the rights offering notice if the rights offering notice is being delivered to a registered security holder and direct the security holder's attention to this certificate.

If you are delivering the rights offering notice to a security holder in a foreign jurisdiction, provide instructions on how that security holder can receive its rights certificate.

  1. When and how can you exercise your rights?

State when the exercise period ends for security holders who have their rights certificate.

Also, provide instructions on how to exercise the rights to security holders whose securities are held in a brokerage account.

  1. What are the next steps?

Include the following statement, using wording substantially similar to the following:

"This document contains key information you should know about [insert name of issuer]. You can find more details in the issuer's rights offering circular. To obtain a copy, visit [insert name of issuer]'s profile on the SEDAR website, visit [insert the website of the issuer], ask your dealer representative for a copy or contact [insert name of contact person of the issuer] at [insert the phone number or email of the contact person of the issuer]. You should read the rights offering circular, along with [insert name of issuer]'s continuous disclosure record, to make an informed decision."

  1. Signature

Sign the rights offering notice. State the name and title of the person signing the rights offering notice.